Quaker Chemical Corp DEFA14A, filed Apr 29, 2021
Quaker Chemical Corp (KWR)
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
April 26, 2021
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) |
(I.R.S. Employer Identification No.) |
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) |
| x | 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 | ||
| Common Stock, $1 par value | KWR | 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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 8.01. | Other Events. |
The Governance Committee of the Board of Directors (the “Committee”) of Quaker Chemical Corporation (the “Company”) has refined the Company’s director independence standards to more closely align with current proxy advisory firm guidance, including that of Institutional Shareholder Services Inc. and Glass, Lewis & Co. As a result of this, the Committee and Michael J. Shannon have determined that it is appropriate for Mr. Shannon to resign from the Audit Committee of the Company’s Board of Directors, effective April 29, 2021.
In addition, the Company reported that it has engaged Alliance Advisors, LLC to assist in the solicitation of proxies for the Annual Meeting of Shareholders of the Company, and has agreed to pay Alliance Advisors, LLC a fee for its services not expected to exceed $12,500, plus reimbursement of out-of-pocket expenses.
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: April 29, 2021 | By: | /s/ Robert T. Traub |
Robert T. Traub Senior Vice President, General Counsel and Corporate Secretary | ||