Date of Report (Date of earliest event reported): May 27, 2022
____________________________________________
LYONDELLBASELL INDUSTRIES N.V.
(Exact Name of Registrant as Specified in Charter)
____________________________________________
Netherlands
001-34726
98-0646235
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1221 McKinney St.,
4th Floor, One Vine Street
Suite 300
London
Delftseplein 27E
Houston,
Texas
W1J0AH
3013AA
Rotterdam
USA
77010
United Kingdom
Netherlands
(Addresses of principal executive offices)
(713)
309-7200
+44 (0)
207
220 2600
+31 (0)
10
2755 500
(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
Ordinary Shares, €0.04 Par Value
LYB
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. ☐
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 27, 2022 (the “Annual Meeting”), shareholders representing 297,895,147 shares of the Company, or approximately 90.9% 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 2023 was approved based on the following votes:
FOR
AGAINST
WITHHOLD
BROKER NON-VOTES
Jacques Aigrain
278,308,032
7,941,717
405,887
11,239,511
Lincoln Benet
279,351,428
7,143,091
161,117
11,239,511
Jagjeet (Jeet) Bindra
281,781,495
3,347,325
1,526,816
11,239,511
Robin Buchanan
277,055,566
9,081,729
518,341
11,239,511
Anthony (Tony) Chase
281,811,358
4,741,652
102,626
11,239,511
Nance Dicciani
284,774,833
1,792,116
88,687
11,239,511
Robert (Bob) Dudley
285,705,376
859,577
90,683
11,239,511
Claire Farley
279,965,528
6,599,678
90,430
11,239,511
Michael Hanley
280,887,947
5,673,099
94,590
11,239,511
Virginia Kamsky
285,833,268
728,199
94,169
11,239,511
Albert Manifold
285,744,533
813,830
97,273
11,239,511
Peter Vanacker
280,528,573
5,831,498
295,565
11,239,511
Proposal 2
The discharge of directors from liability was approved based on the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
284,763,764
830,573
1,061,299
11,239,511
Proposal 3
The adoption of the Company’s Dutch statutory annual accounts for the year ended December 31, 2021 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
296,802,758
142,200
950,189
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, 2022 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
292,803,736
4,970,246
121,165
Proposal 5
The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
292,819,883
4,964,578
110,686
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
277,085,546
9,149,315
420,775
11,239,511
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 27, 2023 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
296,814,657
510,771
569,719
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
297,326,386
271,784
296,977
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 34,026,947 shares, until November 27, 2023. 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 caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
