Form 8-K - Current report

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

July 26, 2023

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			23-0993790
(State or other jurisdiction of incorporation)			(I.R.S. Employer Identification No.)

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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

KWR

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 o

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. o

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 July 26, 2023, the Board of Directors (the “Board”) of Quaker Chemical Corporation (the “Company”) increased the size of the Board from ten to eleven and elected Russell R. Shaller as a member. Mr. Shaller will serve as a Class II director. The terms of Class II directors expire in 2024.

On July 26, 2023, Mr. Shaller was appointed to serve on the Board’s Audit and Compensation and Human Resources Committees.

Mr. Shaller’s compensation will be consistent with the Company’s previously disclosed compensatory arrangements for non-employee directors, which are described in the Company’s Proxy Statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission on March 31, 2023, 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 related to specific Committee membership. Mr. Shaller's annual cash 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. Shaller to the Company’s Board 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.						Description
99.1						Press Release of Quaker Chemical Corporation dated July 26 , 2023 (furnished herewith).

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: July 26, 2023	By:	/s/ Robert T. Traub
		Robert T. Traub
		Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1


NEWS
Investor Relations Contact: Jeffrey Schnell Vice President, Investor Relations investor@quakerhoughton.com T. 1.610.832.4087			Media Contact: Melissa McClain Director, Communications media@quakerhoughton.com T. 1.610.832.7809
For Release: Immediate

Quaker Houghton Appoints Russell R. Shaller to its Board Of Directors

CONSHOHOCKEN, PA (PR Newswire) – July 26, 2023 – Quaker Houghton (NYSE: KWR) today announced the appointment of Russell R. Shaller to Quaker Houghton’s Board of Directors, effective immediately.

Michael F. Barry, Chairman of the Board of Directors of Quaker Houghton, stated: “We are extremely pleased to welcome Russell to our Board. Russell is a proven leader with extensive experience across several industries which will be a valuable asset to our Board and our Company.”

Mr. Shaller has served as President and Chief Executive Officer and director of Brady Corporation (NYSE: BRC) since April 2022. Prior to being appointed to his current role, Mr. Shaller served as President of the Identification Solutions business at Brady Corporation from 2015 to 2022. Prior to joining Brady Corporation, Mr. Shaller served as President of Microwave Solutions for Teledyne Technologies Inc. (NYSE: TDY) from 2008 to 2015. Previously, Mr. Shaller served in several positions of increasing responsibility at W.L. Gore & Associates, including as Division Leader, Electronic Products Division from 2003 to 2008 and General Manager of Gore Photonics from 2001 to 2003. Prior to joining W.L. Gore in 1993, Mr. Shaller worked in engineering and program management positions at Westinghouse Corporation. Mr. Shaller holds a bachelor’s degree in electrical engineering from the University of Michigan, a master’s degree in electrical engineering from Johns Hopkins University, and an MBA from the University of Delaware.

Andy Tometich, Chief Executive Officer and President, stated: “Russell’s industry knowledge and focus on driving growth through innovation will support the execution of our profitable growth strategy, better positioning our Company to deliver long-term value for all stakeholders.”

About Quaker Houghton:

Quaker Houghton is the global leader in industrial process fluids. With a 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, container, 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 4,600 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.

Cover	Jul. 26, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 26, 2023
Entity Registrant Name	QUAKER CHEMICAL CORPORATION
Entity File Number	001-12019
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-0993790
Entity Address, Address Line One	901 E. Hector Street
Entity Address, City or Town	Conshohocken
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19428
City Area Code	610
Local Phone Number	832-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	KWR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000081362
Amendment Flag	false