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
January 30, 2013
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 or organization) |
(I.R.S. Employer Identification No.) |
|
One Quaker Park 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)
¨ 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))
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 30, 2013, the Board of Directors (the "Board") of Quaker Chemical Corporation (the "Company") decided to temporarily increase the size of the Board from nine to ten and appointed Mark A. Douglas as an additional member, effective on such date. Also on January 30, 2013, Edwin J. Delattre, a member of the Board, announced his decision to retire from the Board at the end of his current term at the Company's 2013 annual meeting of shareholders that will be held on May 8, 2013. Dr. Delattre serves on the Board's Compensation/Management Development and Governance Committees.
Mr. Douglas' compensation will be consistent with the Company's previously disclosed compensatory arrangements for non-employee directors, which are described in the Company's most recent proxy statement filed with the Securities and Exchange Commission on March 30, 2012, file number 001-12019, under the heading "Director Compensation." Such compensation consists of an annual cash retainer and a time-based restricted stock award, as determined for each Board year by the Board's Governance Committee, as well as a fee for each Board meeting attended. Mr. Douglas' annual retainer will be prorated to reflect the commencement date of his service on the Board.
A copy of the press release announcing the appointment of Mr. Douglas to the Company's Board and the retirement of Dr. Delatrre is attached as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are included as part of this report:
| Exhibit No. | |
| 99.1 | Press Release of Quaker Chemical Corporation dated January 31, 2013. |
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 | ||||
| Registrant | ||||
| Date: January 31, 2013 | By: | /s/ D. JEFFRY BENOLIEL | ||
|
D. Jeffry Benoliel Vice President – Global Metalworking and Fluid Power and Corporate Secretary |
||||
|
NEWS
Contact:
D. Jeffry Benoliel Vice President – Global Metalworking and Fluid Power and Corporate Secretary benoliej@quakerchem.com T. 610.832.7850
|
|
| For Release: Immediate |
QUAKER CHEMICAL CORPORATION ANNOUNCES RETIREMENT
OF DR. EDWIN J. DELATTRE AS DIRECTOR AFTER 30 YEARS OF SERVICE
AND APPOINTMENT OF MARK A. DOUGLAS AS NEW BOARD MEMBER
CONSHOHOCKEN, PA (January 31, 2013) – Quaker Chemical Corporation (NYSE: KWR) today announced that, following nearly 30 years of meritorious service on the Board of Directors, Edwin J. Delattre has decided to retire upon completion of his current term as a Director at Quaker's annual meeting of shareholders in May of 2013. Michael F. Barry, Chairman, Chief Executive Officer and President, commented, "On behalf of Quaker, I want to thank Ed for his significant contributions and dedicated service over the years. He has been a valued member of the Board and we wish him the best in his retirement."
Quaker also today announced the appointment on January 30, 2013 of Mark A. Douglas to Quaker's Board, effective immediately. Mr. Douglas is an officer of FMC Corporation (NYSE: FMC), a diversified chemical company serving agricultural, industrial and consumer markets globally with annual sales of approximately $3.4 billion. Mr. Douglas is currently President of FMC’s Agricultural Products Group. He joined FMC in March 2010, as Vice President, Global Operations and International Development and as a member of the Executive Committee, and was named President, Industrial Chemicals Group in 2011. Mr. Douglas joined FMC from Dow Chemical where he was Vice President, President Asia, Dow Advanced Materials. Prior to joining Dow, Mr. Douglas was Corporate Vice President, President Asia, Rohm and Haas Company based in Shanghai. He previously served as Corporate Vice President, Director Procurement and Logistics for Rohm and Haas in Philadelphia. During his 21 years with Rohm and Haas, Mr. Douglas held sales, marketing and general management positions in London, Asia and Philadelphia.
"We are extremely pleased that Mark is joining our Board and bringing with him extensive global operating experience in the chemical industry," said Mr. Barry. “Mark's expertise in managing and growing businesses in numerous worldwide markets makes him an ideal addition as we continue to build shareholder value and grow Quaker's presence globally."
Quaker Chemical is a leading global provider of process fluids, chemical specialties, and technical expertise to a wide range of industries, including steel, aluminum, automotive, mining, aerospace, tube and pipe, cans, and others. For nearly 100 years, Quaker has helped customers around the world achieve production efficiency, improve product quality, and lower costs through a combination of innovative technology, process knowledge, and customized services. Headquartered in Conshohocken, Pennsylvania USA, Quaker serves businesses worldwide with a network of dedicated and experienced professionals whose mission is to make a difference.
| Quaker Chemical Corporation | ||
| One Quaker Park | P: 610.832.4000 | |
| 901 E. Hector Street | F: 610.832.8682 | |
| Conshohocken, PA 19428-2380 | quakerchem.com |