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)
(Exact name of registrant as specified in its charter)
Commission File Number 001-12019
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||
(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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 o
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. o
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2024, the Board of Directors (the “Board”) of Quaker Chemical Corporation (the “Company”) increased the size of the Board from ten to twelve and elected Nandita Bakhshi and Lucrèce Foufopoulos-De Ridder, as additional members. Ms. Bakhshi will serve as a Class I director and Ms. Foufopoulos-De Ridder will serve as a Class II director. The terms of Class I directors expire in 2026 and the terms of Class II directors expire in 2027.
On July 31, 2024, Ms. Bakshi was appointed to serve on the Board’s Audit and Sustainability Committees and Ms. Foufopoulos-De Ridder was appointed to serve on the Board's Compensation and Human Resources and Sustainability Committees.
Meses. Bakhshi and Foufopoulos-De Ridder’s compensation will be consistent with the Company’s previously disclosed compensatory arrangements for non-employee directors, which are described in the Company’s Proxy Statement for the 2024 Annual Meeting filed with the Securities and Exchange Commission on March 28, 2024, file number 001-12019, under the heading “Director Compensation.” Such compensation consists of an annual cash retainer and a time-based equity award of restricted stock units, as determined for each Board year by the Board’s Governance Committee, as well as a cash fee related to specific Committee membership. Meses. Bakhshi and Foufopoulos-De Ridder's annual cash retainer will be prorated to reflect the commencement date of their service on the Board.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the appointment of Meses. Bakhshi and Foufopoulos-De Ridder to the Company’s Board is attached as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are included as part of this report:
| Exhibit No. | Description | |||||||
2
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 | ||||||||
Date: July 31, 2024 | By: | /s/ Robert T. Traub | ||||||
| Robert T. Traub | ||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||
3
Exhibit 99.1
NEWS |  | |||||||
Investor Relations Contact: Jeffrey Schnell Vice President, Investor Relations investor@quakerhoughton.com T. 1.610.832.4087 | Media Contact: Nicole Mezlo Communications Lead media@quakerhoughton.com T. 1.202.213.2490 | |||||||
| For Release: Immediate | ||||||||
Quaker Houghton Appoints Two New Independent Directors to its Board of Directors
CONSHOHOCKEN, PA (PR Newswire) – July 31, 2024 – Quaker Houghton (NYSE: KWR) today announced the appointment of two new independent directors, Nandita Bakhshi and Lucrèce Foufopoulos-De Ridder, to the company’s Board of Directors, effective immediately.
Michael F. Barry, Chairman of the Board of Directors of Quaker Houghton, stated: “We are extremely pleased to welcome Nandita and Lucrèce to our Board. They are both skilled global executives with extensive operational and strategic experience across a diverse set of global businesses and industries. We are confident these proven leaders will make a meaningful contribution to our Board and the Company.”
Andy Tometich, Chief Executive Officer and President, stated: “We are delighted to welcome Nandita and Lucrèce to the Board. They will provide valuable perspectives and insights as we continue to advance our growth strategy and deliver long-term shareholder value.”
Ms. Bakhshi currently serves as a board member of BMO Financial Corp., BMO Bank N.A., Beyond Meat and Grameen America, Inc. Previously, Ms. Bakhshi served as President and Chief Executive Officer of Bank of the West and was also co-Chief Executive Officer of BNP Paribas USA Inc. Prior to joining Bank of the West, Ms. Bakhshi served as Head of US Consumer Bank and Group Head of Direct Channels at TD Bank, Head of Products and Payments at Washington Mutual, and as Head of Mobile Commerce at First Data. Ms. Bakhshi holds a Master of Arts in international relations from Jadavpur University and a Bachelor of Arts in history from the University of Calcutta.
Ms. Foufopoulos-De Ridder holds 30 years of experience serving the specialty chemicals and materials industry, most recently as Executive Vice President Polyolefins, Circular Economy Solutions and Innovation & Technology of Borealis Group, one of the world’s leading providers of advanced and sustainable polyolefin solutions. Prior to joining the Borealis Group, she served in senior leadership roles at Eastman Chemical, including as Vice President and General Manager, Rubber Additives and Chief Commercial Officer. Previously, she held a variety of business, strategy, commercial and technology leadership roles at the Dow Chemical Company, Rohm and Haas, Dow Corning and Raychem Corporation. Ms. Foufopoulos-De Ridder holds a Master of Science in Polymers and Composites Engineering from European Universities and a Master of Science in Materials Engineering from the University of Gent.
About Quaker Houghton:
Quaker Houghton is the global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, container, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge and customized services. With approximately 4,400 employees, including chemists, engineers and industry experts, we partner with our customers to improve their operations so they can run even more efficiently, even more effectively, whatever comes next. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the United States. Visit quakerhoughton.com to learn more.