LYB 8-K
LyondellBasell Industries N.V. (LYB)
8-K
2024-05-24
For: 2024-05-24
View Original
Added on
April 08, 2026
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 24, 2024
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(Exact Name of Registrant as Specified in Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Addresses of principal executive offices) (Zip code)
(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) | |||||
| 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 | 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 ☐
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 5.07. Submission of Matters to a Vote of Security Holders.
At the annual general meeting of shareholders of LyondellBasell Industries N.V. (the “Company”) held on May 24, 2024 (the “Annual Meeting”), shareholders representing 298,184,406 shares of the Company, or approximately 91.6% of shares entitled to vote at the Annual Meeting, were present in person or by proxy. The Company’s shareholders voted on and approved each of the matters set forth below.
Proposal 1
The election of 12 director nominees to serve as members of the board of directors of the Company until the annual general meeting of shareholders in 2025 was approved based on the following votes:
| FOR | AGAINST | WITHHOLD | BROKER NON-VOTES | |||||||||||||||||||||||
| Jacques Aigrain | 274,514,450 | 9,314,507 | 528,196 | 13,827,253 | ||||||||||||||||||||||
| Lincoln Benet | 280,536,951 | 3,302,057 | 518,145 | 13,827,253 | ||||||||||||||||||||||
| Robin Buchanan | 279,055,223 | 4,683,392 | 618,538 | 13,827,253 | ||||||||||||||||||||||
Anthony (Tony) Chase | 282,857,369 | 1,280,162 | 219,622 | 13,827,253 | ||||||||||||||||||||||
Robert (Bob) Dudley | 283,778,187 | 426,264 | 152,702 | 13,827,253 | ||||||||||||||||||||||
| Claire Farley | 280,444,904 | 3,410,762 | 501,487 | 13,827,253 | ||||||||||||||||||||||
| Rita Griffin | 274,727,173 | 8,680,676 | 949,304 | 13,827,253 | ||||||||||||||||||||||
| Michael Hanley | 283,756,932 | 446,477 | 153,744 | 13,827,253 | ||||||||||||||||||||||
Virginia Kamsky | 283,672,083 | 534,316 | 150,754 | 13,827,253 | ||||||||||||||||||||||
| Bridget Karlin | 283,845,507 | 356,762 | 154,884 | 13,827,253 | ||||||||||||||||||||||
| Albert Manifold | 274,289,648 | 9,913,605 | 153,900 | 13,827,253 | ||||||||||||||||||||||
Peter Vanacker | 283,618,674 | 581,999 | 156,480 | 13,827,253 | ||||||||||||||||||||||
Proposal 2
The discharge of directors from liability was approved based on the following votes:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 282,474,004 | 762,418 | 1,120,731 | 13,827,253 | |||||||||||||||||
Proposal 3
The adoption of the Company’s Dutch statutory annual accounts for the year ended December 31, 2023 was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 296,958,361 | 240,717 | 985,328 | ||||||||||||
Proposal 4
The appointment of PricewaterhouseCoopers N.V. as the auditor of the Company’s Dutch statutory annual accounts for the year ending December 31, 2024 was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 292,477,556 | 5,561,593 | 145,257 | ||||||||||||
Proposal 5
The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 292,873,027 | 5,158,225 | 153,154 | ||||||||||||
Proposal 6
An advisory resolution approving the compensation of the Company’s Named Executive Officers was approved based on the following votes:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 277,508,840 | 6,509,310 | 339,003 | 13,827,253 | |||||||||||||||||
Proposal 7
The authorization of the Board to repurchase up to 10% of the Company’s issued share capital, at prices ranging from the nominal value of the shares up to 110% of the market price for the shares, until November 24, 2025 was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 297,301,924 | 337,363 | 545,119 | ||||||||||||
Proposal 8
The cancellation of all or a portion of shares held in or repurchased into the Company’s treasury account was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 297,683,093 | 272,405 | 228,908 | ||||||||||||
Item 8.01. Other Events.
As discussed under Item 5.07 above, at the Annual Meeting, the Company’s shareholders approved a new share repurchase program authorizing the Company to repurchase up to 10% of the Company’s issued share capital as of the date of the Annual Meeting, or 34,042,250 shares, until November 24, 2025. The repurchases may be executed from time to time through open market or privately negotiated transactions, and the amount and timing of any future share repurchases will depend on, and be subject to, market conditions, general economic conditions, applicable legal requirements and other corporate considerations. The share repurchase program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.
SIGNATURES
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.
| LYONDELLBASELL INDUSTRIES N.V. | |||||||||||||||||
| Date: | May 24, 2024 | ||||||||||||||||
| By: | /s/ Jeffrey A. Kaplan | ||||||||||||||||
| Jeffrey A. Kaplan | |||||||||||||||||
| Executive Vice President and General Counsel | |||||||||||||||||