| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the annual meeting of stockholders of Westlake Corporation (the “Company”) held on May 11, 2023 (the “2023 Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan. A copy of the amended and restated plan is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
In addition, as previously reported, on April 3, 2023, the Board of Directors (the “Board”) of the Company approved the appointment of L. Benjamin Ederington as Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer, effective April 5, 2023. In connection with Mr. Ederington’s appointment, on May 11, 2023, the Compensation Committee of the Board approved for fiscal year 2023 an adjusted base salary of $700,000, an adjusted Annual Incentive Plan target bonus (percentage of base pay) of 80% and an adjusted long-term incentive target (percentage of base pay) of 235%.
On May 12, 2023, the Board approved a grant of restricted stock units (“RSUs”) under the Company’s amended and restated 2013 Omnibus Incentive Plan to certain named executive officers as shown below:
| | |
Name | | Aggregate Grant Date Fair Value of RSUs |
| M. Steven Bender | | $1,500,000 (1) |
| L. Benjamin Ederington | | $2,500,000 (2) |
| | (1) | Mr. Bender’s RSU awards will vest in full on the third anniversary of the date of grant. |
| | (2) | Mr. Ederington’s RSU awards will vest in full on the fifth anniversary of the date of grant. |
The number of shares underlying the RSUs will be determined by dividing the aggregate value by the closing stock price on the date of grant.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on May 11, 2023 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. |
Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. 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.
