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
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
Commission File
Number
| No. | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
(
(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)) |
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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Due to the growing health impact of the coronavirus (COVID-19) pandemic and in anticipation of holding the upcoming annual meeting of shareholders virtually due to related health concerns, on March 27, 2020, the Board of Directors (the “Board”) of Quaker Chemical Corporation (the “Company”) amended Section 2.1 of the Company’s by-laws to allow for the Company to hold shareholder meetings by means of the Internet or other electronic communications technology. The by-law amendment was effective upon approval by the Board. The preceding description of the amendment is qualified in its entirety by reference to the by-law amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
| Item 8.01. | Other Events. |
On March 31, 2020, Quaker Chemical Corporation, a Pennsylvania corporation, issued a press release announcing that, due to the growing health impact of the coronavirus (COVID-19) pandemic and the extensive federal and local restrictions on non-essential activities, the location and time of the Company’s Annual Meeting of Shareholders has been changed and the meeting will be held in a virtual meeting format only. As previously announced, the annual meeting will be held on Wednesday, May 13, 2020, but will now be held at 2:30 p.m. Eastern Time. A copy of the press release is furnished herewith as Exhibit 99.1. Further information regarding this change to the location and time of the Annual Meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on March 31, 2020.
| Item 9.01. | Financial Statements and Exhibits. |
Set forth below is a list of the exhibits to this Current Report on Form 8-K:
| Exhibit No. | Description |
| 3.1 | Amendment, effective March 27, 2020, to the Restated By-laws of Quaker Chemical Corporation, effective May 6, 2015 (filed herewith). |
| 99.1 | Press Release of Quaker Chemical Corporation, dated March 31, 2020 (furnished herewith). |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | |||
| Date: March 31, 2020 | By: | /s/ Robert T. Traub | |
| Robert T. Traub | |||
Senior Vice President, General Counsel and Corporate Secretary |
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Exhibit 3.1
Amendment, effective March 27, 2020, to the Restated By-laws of Quaker Chemical Corporation, effective May 6, 2015
Section 2.1. Place or Means of Shareholders' Meetings
Meetings of the shareholders shall be held at the Registered Office of the Corporation, at such other place within or without Pennsylvania as the Board of Directors may fix, or by means of the Internet or other electronic communications technology in a fashion that satisfies the requirements of the Pennsylvania Business Corporation Law for a meeting conducted in that fashion, in each case as may be determined from time to time by the Board of Directors.
Exhibit 99.1
| News |  |
Contact:
Robert T. Traub
Senior Vice President, General Counsel
and Corporate Secretary
Robert.Traub@quakerhoughton.com
T. +1 610.832.4271
For Release: Immediate
QUAKER HOUGHTON ANNOUNCES CHANGE OF LOCATION AND TIME OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2020
CONSHOHOCKEN, PA (March 31, 2020) /PRNewswire/ – Quaker Houghton (NYSE: KWR) announced today that, due to the growing health impact of the coronavirus (COVID-19) pandemic and the extensive federal and local restrictions on non-essential activities, the location and time of Quaker Houghton’s Annual Meeting of Shareholders has been changed and will instead be held in a virtual meeting format only. As previously announced, the annual meeting will be held on Wednesday, May 13, 2020, but will now be held at 2:30 p.m. Eastern Time.
As described in the proxy materials for the Annual Meeting, shareholders as of the close of business on March 4, 2020, the record date, or those holding a legal proxy for the meeting provided by their bank, broker, or nominee are entitled to vote at the Annual Meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/KWR2020, shareholders must enter the control number found on their proxy card, voting instruction form or notice. Further information regarding the change to the location of the Annual Meeting can be found in the updated notice of meeting filed by the Company with the Securities and Exchange Commission on March 31, 2020.
About Quaker Houghton
Quaker Houghton (NYSE: KWR) is the global leader in industrial process fluids. With a robust presence around the world, including operations in over 25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, can, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge and customized services. With approximately 4,500 employees, including chemists, engineers and industry experts, we partner with our customers to improve their operations so they can run even more efficiently, even more effectively, whatever comes next. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the United States. Visit quakerhoughton.com to learn more.
quakerhoughton.com
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements on our current expectations about future events. These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance, and business, including but not limited to our current and future results and plans and statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or similar expressions. All forward-looking statements included in this press release, including expectations about the timing of the Company’s upcoming annual meeting, may change. Therefore, we caution you not to place undue reliance on our forward-looking statements. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
901 E. Hector Street
Conshohocken, PA 19428-2380
quakerhoughton.com