View:
Download DOC
Download PDF
Download XLS
Download XBRL
8-K
0000094049false00000940492024-04-302024-04-30

 

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

Date of Report (Date of earliest event reported): April 30, 2024

 

 

STEPAN COMPANY

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

1-4462

36-1823834

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1101 Skokie Boulevard

Suite 500

 

Northbrook, Illinois

 

60062

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 847 446-7500

 

 

(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(s)

 


Name of each exchange on which registered

Common Stock, $1 par value

 

SCL

 

The 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.

Stepan Company (“Stepan”) held its Annual Meeting of Stockholders on April 30, 2024 (the “Annual Meeting”). At the Annual Meeting, there were 20,617,168 shares of Stepan’s common stock represented to vote either in person or by proxy, which represented a quorum. Stockholders voted on the following matters at the Annual Meeting: (1) election of three nominees to serve as directors until the annual meeting of stockholders to be held in 2027; (2) an advisory vote to approve the compensation of Stepan’s named executive officers; and (3) ratification of the appointment of Deloitte & Touche LLP as Stepan’s independent registered public accounting firm for fiscal year 2024.

 

Set forth below are the matters acted upon at the Annual Meeting and final voting results on each such matter as reported by Stepan’s inspector of elections.

 

Proposal 1: Election of Directors

 

NAME

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

Randall S. Dearth

18,398,169

478,064

39,194

1,701,740

Susan M. Lewis

18,821,247

87,784

6,396

1,701,740

Jan Stern Reed

18,712,267

198,904

4,256

1,701,740

 

Proposal 2: Advisory Vote to Approve the Compensation of Stepan’s Named Executive Officers

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

18,249,728

611,688

54,011

1,701,740

 

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as Stepan’s Independent Registered Public Accounting Firm for 2024

 

FOR

AGAINST

ABSTAIN

20,198,767

401,478

16,923

 

 

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.

 

 

 

STEPAN COMPANY

 

 

 

 

Date:

May 3, 2024

By:

/s/ David G. Kabbes

 

 

 

David G. Kabbes
Vice President, General Counsel and Secretary