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): February 15, 2024 |
STEPAN COMPANY
(Exact name of Registrant as Specified in Its Charter)
Delaware | 1-4462 | 36-1823834 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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1101 Skokie Boulevard Suite 500 |
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Northbrook, Illinois |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 847 446-7500 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $1 par value |
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| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 15, 2024, the Board of Directors (the “Board”) of Stepan Company (the “Company”) increased the size of the Board by one to a total of eight Directors and elected Susan M. Lewis as a Director. Ms. Lewis was elected to Class II of the Board. The next election of Class II Directors will be at the 2024 annual meeting of the Company’s stockholders. The Board also appointed Ms. Lewis as a member of the Board’s Audit Committee, Compliance Committee, Human Capital and Compensation Committee and Nominating and Corporate Governance Committee.
As a Director, Ms. Lewis will participate in the Company’s standard non-employee Director compensation arrangements described on pages 52-53 of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 20, 2023.
A copy of the press release announcing the election of Ms. Lewis to the Board is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Stepan Company dated February 15, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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.
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| STEPAN COMPANY |
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Date: | February 15, 2024 | By: | /s/ David G. Kabbes |
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| David G. Kabbes |