Date of Report (date of earliest event reported): May 13, 2021
Westlake Chemical Corporation
(Exact name of registrant as specified in its charter)
Delaware
001-32260
76-0346924
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
2801 Post Oak Boulevard,
Suite 600
Houston,
Texas
77056
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (713) 960-9111
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
Common Stock, $0.01 par value
WLK
The New York Stock Exchange
1.625% Senior Notes due 2029
WLK29
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of stockholders of Westlake Chemical Corporation (the “Company”) held on May 13, 2021 (“2021 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide that, with certain exceptions, the federal district courts of the United States of America will be the exclusive forum for certain legal actions. The Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to this amendment was filed with the Secretary of State of the State of Delaware on May 14, 2021 and became effective upon filing. A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting, three matters were voted upon by the Company’s stockholders: (1) four members of the board of directors were elected; (2) as discussed above, the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; and (3) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified. The following tabulation sets forth the number of votes cast for, against or withheld and the number of abstentions and broker non-votes, as applicable.
Election of Directors
Votes For
Votes Withheld
Broker Non-Votes
James Y. Chao
97,847,619
23,172,655
1,909,148
John T. Chao
96,427,313
24,592,961
1,909,148
Mark A. McCollum
101,913,091
19,107,183
1,909,148
R. Bruce Northcutt
101,251,020
19,769,254
1,909,148
Votes For
Votes Against
Abstentions
Broker Non-Votes
Amendment to the Company’s Amended and Restated Certificate of Incorporation to provide that, with certain exceptions, the federal district courts of the United States of America will be the exclusive forum for certain legal actions.
115,204,515
5,776,656
39,103
1,909,148
Votes For
Votes Against
Abstentions
Ratification of the appointment of PricewaterhouseCoopers LLP
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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.