QUAKER CHEMICAL CORP 8-K

What Happened

• Quaker Chemical Corporation (KWR) filed an 8-K reporting that longtime board member Michael F. Barry notified the company of his voluntary retirement from the Board effective at the conclusion of the Board meeting on May 13, 2026. Mr. Barry had served on the Board since 2008 and as Chairman since 2009; he was a member of the Sustainability Committee.
• On May 13, 2026 the Board reduced its size from 11 to 10 directors and appointed independent director Mark A. Douglas (on the Board since 2013) to succeed Mr. Barry as Chairman. Because the new Chair is independent, the Board eliminated the Lead Director role effective May 13, 2026; Jeffry D. Frisby (Lead Director since 2023) remains a director and continues as Chair of the Sustainability Committee and a member of the Compensation and Human Resources Committee. The company issued a press release announcing Mr. Barry’s retirement on May 13, 2026.

Key Details

• Record date for the 2026 Annual Meeting: March 2, 2026; shares outstanding: 17,335,077.
• Director election results (three elected for three-year terms):
  • Nandita Bakhshi: For 16,161,268 | Against 154,875 | Abstain 8,718 | Broker non-votes 359,761.
  • Joseph A. Berquist: For 16,174,577 | Against 145,059 | Abstain 5,225 | Broker non-votes 359,761.
  • Charlotte C. Henry: For 15,520,372 | Against 798,377 | Abstain 6,112 | Broker non-votes 359,761.
• Advisory vote on executive compensation (non-binding): For 15,611,451 | Against 705,057 | Abstain 8,353 | Broker non-votes 359,761 (approved).
• Ratification of independent auditor (PricewaterhouseCoopers LLP) for fiscal 2026: For 16,281,591 | Against 394,927 | Abstain 8,104 (approved).

Why It Matters

• The filing documents a leadership transition at the top of Quaker Chemical’s board: a longtime Chair retired and an independent director was elevated to Chair, prompting the elimination of the Lead Director role. That is a governance change investors should note because it alters board structure and leadership responsibilities.
• Shareholder votes show strong support for the elected directors, the company’s executive pay approach (advisory), and the appointment of PwC as auditor—indicating broad shareholder approval of management and governance items presented at the 2026 Annual Meeting.