SCL 8-K/A
Stepan Co (SCL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Explanatory Note
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Mr. Kabbes’ retirement, the Company and Mr. Kabbes entered into a professional services and consulting agreement, effective as of March 14, 2025 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Kabbes will provide consulting and/or other professional services as requested and directed by the Company’s President and Chief Executive Officer or his designee, including transition services to the Company’s interim general counsel and/or new general counsel, for a term to end on December 31, 2025, unless earlier terminated in accordance with its terms. Under the terms of the Consulting Agreement, Mr. Kabbes will receive a fee of $20,000 per month to be paid in monthly installments. The Consulting Agreement contains customary confidentiality provisions, as well as customary non-solicitation and non-competition provisions that apply during the term of the Consulting Agreement. The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the terms of the Consulting Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Description |
10.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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STEPAN COMPANY |
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Date: |
March 20, 2025 |
By: |
/s/ Sharon N. Purnell |
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Sharon N. Purnell |
Exhibit 10.1
PROFESSIONAL SERVICES & CONSULTING AGREEMENT
This PROFESSIONAL SERVICES & CONSULTING AGREEMENT (this “Agreement”) is entered into as of March 14, 2025, (“Effective Date”), by and between Stepan Company, a Delaware corporation (the “Company”), and DJK, LLC, an Illinois limited liability company ("Consultant").
WHEREAS, the Company requires consulting and/or other professional services consisting generally of transition services to the interim general counsel and/or new general counsel (“Services”) and Consultant has represented to the Company that Consultant has knowledge, expertise, and experience in such Services;
WHEREAS, the Company desires to retain Consultant to provide such Services to the Company, and Consultant desires to provide such Services, under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Term. Consultant shall serve as a consultant to the Company, providing the Services during the period commencing on the Effective Date and terminating on the earliest of: (a) December 31, 2025 or (b) such date as this Agreement is terminated pursuant to Section 4 (“Term”).
2. Services & Warranty. Consultant will perform the Services as requested and directed by the Company’s President and Chief Executive Officer or his designee. Consultant warrants and represents to the Company that the Services shall be performed exclusively by David G. Kabbes (the “Designated Service Provider”). The Designated Service Provider shall be responsible for executing all tasks and responsibilities as specified in this Agreement and as requested and directed by the Company. The Designated Service Provider will perform such Services in a professional, workmanlike manner, and in accordance with the highest business standards.
3. Compensation. The Company agrees to pay Consultant for the rendering of the Services a fixed fee of $20,000 for each month during the Term (the “Consulting Fee”), commencing on the Effective Date. The Consulting Fee shall be paid to Consultant in monthly installments within forty-five (45) days following the Company’s receipt of an invoice submitted by Consultant. No other service fees, expense reimbursement, or other compensation will be due from the Company to Consultant or its subcontractors or representatives, unless otherwise expressly approved by an authorized representative of the Company in writing.
4. Termination. The Company or Consultant may terminate this Agreement for any reason by giving 30 days’ written notice to the other party.
5. Independent Contractor.
(a) The relationship of Consultant to the Company shall be that of an independent contractor. Nothing in this Agreement shall be construed as: (i) entitling Consultant to control in any manner the conduct of the business of the Company or any of its affiliates, or (ii) giving Consultant any right or authority to act on behalf of the Company, hold itself out as an employee or officer of the Company or any of its affiliates, or to bind the Company or any of its affiliates in any way.
(b) In performing the Services, Consultant shall at all times operate as an independent contractor, maintaining its own identity as distinct and separate from that of the Company and its affiliates. Nothing in this Agreement shall be deemed to create or constitute the relation of employer and employee between the Company or any of its affiliates and Consultant. Consultant and the Company hereby acknowledge that: (i) Consultant shall be solely responsible for and shall pay all taxes in respect of Consultant’s compensation and engagement hereunder, (ii) the Company will not withhold taxes or other amounts from any payments to Consultant hereunder, and (iii) Consultant shall be solely responsible for any unemployment, retirement, and disability protection and all other so-called “fringe benefits” for Consultant’s employees, and the Company shall not in any way be responsible therefor.
(c) Neither Consultant, nor Consultant’s employee’s, contractors, or subcontractors, shall be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement
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benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company shall not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker’s compensation insurance on Consultant’s behalf. Consultant shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Consultant in connection with the performance of the Services shall be Consultant’s employees or contractors and Consultant shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.
6. Confidentiality.
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7. Publicity. Consultant agrees that it may not publicly use the Company’s name, make any public announcement related to the Services, take or release any photograph of Company operations, or disclose its relationship with the Company to any member of the public, press, any business entity, or official body, without the Company’s prior written consent, which may be withheld, conditioned, or delayed in the Company’s sole discretion, except as required by applicable law, regulation, or court order. If Consultant determines it is obligated by law, regulation, or court order to make any such announcement or release, it shall promptly notify the Company and cooperate with the Company to ensure that suitable confidentiality obligations are afforded such information (unless prohibited by such law, regulation, or court order).
8. Non-Solicitation. During the Term of this Agreement, Consultant shall not, directly or indirectly, solicit, interfere with, or endeavor to entice away or divert from the Company or any of its affiliates any business of the Company or its affiliates, or hire, solicit, or endeavor to entice away from the Company or any of its affiliates, any person who was employed by the Company or any of its affiliates at any time during Consultant’s engagement by the Company. Consultant agrees that: (i) these restrictions will not cause Consultant undue hardship and are reasonable and necessary to protect the Company and its affiliates’ legitimate interests; (ii) there are numerous other business opportunities available to Consultant not affected by these restrictions; and (iii) any violation would result in immediate and irreparable injury to the Company or its affiliates for which the Company or its affiliates would have no adequate remedy at law.
9. Non-Compete. Consultant agrees not to directly or indirectly compete with the business of the Company and its successors and assigns during the Term. The term "not to directly or indirectly compete" as used herein shall mean that Consultant shall not own, manage, operate, consult or be an employee in a business that has operations in the United States that are substantially similar to or competitive with the business activity of the Company or any of its affiliates. Notwithstanding the foregoing, Consultant may own up to 5% of any stock or security that is publicly traded on any national securities exchange or other market system
10. Liability of Limitation. EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CONSULTANT, NEITHER THE COMPANY NOR CONSULTANT SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, ECONOMIC, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OTHERWISE, INCLUDING ANY LOST REVENUE OR PROFITS, BUSINESS INTERRUPTION, OR DAMAGE TO BUSINESS REPUTATION, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, INCLUDING, WITHOUT LIMITATION, TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, OR ANY STATUTORY CAUSE OF ACTION, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND REGARDLESS OF WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S LIABILITY SHALL NOT EXCEED THE PRICE FOR SERVICES RENDERED HEREUNDER. EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CONSULTANT, CONSULTANT’S LIABILITY SHALL NOT EXCEED THE COMPENSATION PAID TO CONSULTANT FOR SERVICES RENDERED HEREUNDER.
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11. Severability. If any provision of this Agreement shall be found invalid or unenforceable by a court of proper jurisdiction, such provision shall be deemed severed only to the extent of such invalidity or unenforceability, and such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement. The remaining provisions of the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly. If any restrictions herein related to duration, geographic region, or definition of information or activities are deemed to exceed the maximum enforceable scope by a court of competent jurisdiction, then such restrictions shall be reduced to the maximum enforceable scope permitted by the court.
12. Signatories. Each undersigned individual warrants and represents that such individual is duly authorized to execute this Agreement on behalf of the respective party hereto, binding the Company and Consultant, respectively, to the terms hereof.
13. Governing Law. This Agreement shall be governed, construed, and interpreted under the laws of Illinois, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws.
IN WITNESS WHEREOF, the parties to this Agreement, intending to be legally bound, hereby execute this Agreement as of the Effective Date set forth above.
Company: Stepan Company Consultant: DJK, LLC
By: /s/ Luis E. Rojo By: /s/ David G. Kabbes
Name: Luis E. Rojo Name: David G. Kabbes
Title: President & CEO Title: Member
Date: March 14, 2025 Date: 03-14-2025
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