This Registration Statement on Form S-8 is being filed by Stepan
Company (the “Registrant”) to register (1) 331,662
shares of common stock, par value $1.00 per share, of the
Registrant (the “Common Stock”), issuable under the
Registrant’s 2011 Incentive Compensation Plan (as amended through
the date hereof, the “2011 Plan”), and (2) 819,027
shares of Common Stock, plus any Rollover Shares (as defined
below), issuable under the Registrant’s 2022 Equity Incentive
Compensation Plan (the “2022 Plan”).
On April 26, 2022 (the “Effective Date”), the
Registrant’s stockholders approved the 2022 Plan. As a result of
such approval, no future awards will be made under the 2011 Plan.
Pursuant to the terms of the 2022 Plan, any shares of Common Stock
that remained available for awards under the 2011 Plan as of the
Effective Date will be available for awards under the 2022 Plan.
Immediately prior to the Effective Date, a total of 319,027 shares
of Common Stock were available for awards under the 2011 Plan,
which, together with the 500,000 new shares of Common Stock
issuable under the 2022 Plan, will be issuable pursuant to awards
under the 2022 Plan.
In addition, pursuant to the terms of the 2022 Plan, if an award
granted under the 2011 Plan is cancelled or forfeited, expires, is
settled for cash or is unearned (in whole or in part), the shares
of Common Stock subject to such award will, to the extent of such
cancellation, forfeiture, expiration, cash settlement or unearned
amount, be available for awards under the 2022 Plan (the
“Rollover Shares”). This Registration Statement on
Form S-8 reflects that, as
of the Effective Date, the Rollover Shares may be issued pursuant
to awards under the 2022 Plan.
INFORMATION REQUIRED IN THE SECTION 10(a)
Registrant Information and Employee Plan Annual
*Information required by Part I to be included in the
Section 10(a) prospectus will be sent or given to employees as
specified by Rule 428 of the Securities Act of 1933, as amended
(the “Securities Act”), and is omitted from this
Registration Statement in accordance with Rule 428 under the
Securities Act and the Note to Part I of Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION
Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the “Commission”)
are incorporated by reference into this Registration Statement:
(a) The Registrant’s
Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, filed with
the Commission on February 25, 2022.
(b) The Registrant’s Current Reports on Form
8-K filed with the
February 17, 2022,
February 17, 2022 (as to Item 8.01 only),
March 2, 2022 and
April 26, 2022.
(c) The description of the Registrant’s
common stock, $1.00 par value per share (the “Common
Stock”), contained in the Registrant’s Registration
Statement on Form 8-A filed
with the Commission on March 4, 1996, as updated by the
description of the Common Stock contained in
Exhibit 4.1 to the Registrant’s Annual Report on Form
10-K for the fiscal year
ended December 31, 2019, including any subsequently filed
amendments and reports updating such description.
To the extent that any information contained in any Current Report
on Form 8-K, or any exhibit
thereto, was furnished to, rather than filed with, the Commission,
such information or exhibit is specifically not incorporated by