scl-8k_20220426.htm

STEPAN COMPANY

Date: May 2, 2022

/s/ David G. Kabbes

David G. Kabbes

Vice President, General Counsel and Secretary

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): 4/26/2022

STEPAN COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 1-4462

Delaware		36-1823834
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

1101 Skokie Boulevard, Suite 500, Northbrook, Illinois 60062

(Address of principal executive offices, including zip code)

(847) 446-7500

(Registrant’s telephone number, including area code)

(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 (see General Instructions A.2. below):

☐	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	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

(e)Stepan Company (“Stepan”) held its Annual Meeting of Stockholders on April 26, 2022 (the “Annual Meeting”). At the Annual Meeting, Stepan’s stockholders approved the Stepan Company 2022 Equity Incentive Compensation Plan (the “Plan”), which was adopted by the Company’s Board of Directors on February 16, 2022, subject to stockholder approval. The Plan became effective on April 26, 2022. A description of the terms and conditions of the Plan is set forth under the heading “Proposal No. 4: Approve the Stepan Company 2022 Equity Incentive Compensation Plan” in Stepan’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2022, which description is incorporated herein by reference. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders

At the Annual Meeting, there were 20,004,343 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 2025; (2) an advisory vote to approve the compensation of Stepan’s named executive officers; (3) ratification of the appointment of Deloitte & Touche LLP as Stepan’s independent registered public accounting firm for fiscal year 2022; and (4) approval of the Plan.

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

Scott R. Behrens	18,215,494	102,344	10,187	1,676,317

Lorinda A. Burgess	17,835,911	482,247	9,867	1,676,317

Edward J. Wehmer	17,588,704	729,339	9,982	1,676,317

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


FOR	AGAINST	ABSTAIN	BROKER NON‑VOTES

18,083,433	226,653	17,939	1,676,317

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as Stepan’s Independent Registered Public Accounting Firm for 2022

FOR	AGAINST	ABSTAIN

19,539,632	456,411	8,300

Proposal 4: Approval of the Stepan Company 2022 Equity Incentive Compensation Plan


FOR	AGAINST	ABSTAIN	BROKER NON‑VOTES

17,863,792	452,987	11,246	1,676,317

Item 9.01Financial Statements and Exhibits

(d)Exhibits

ExhibitDescription

10.1Stepan Company 2022 Equity Incentive Compensation Plan

104Cover 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.

Stepan Company filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits