Item 5. Market for Registrant’s Common Equity
Item 5.
Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
The Company’s common
stock is listed on the New York
Stock Exchange (“NYSE”) under the trading symbol KWR.
Our Board
declared cash dividends that totaled $1.62 per share of outstanding
common stock or $29.0 million during the year ended December
31, 2021 and $1.56 per share of outstanding common stock or $27.8 million
during the year ended December 31, 2020.
In February
and May 2021, our Board declared quarterly cash dividends of
$0.395 per share of outstanding common stock, payable to shareholders
of record in April 2021 and July 2021, respectively.
Subsequently, our Board declared
quarterly dividends of $0.415 per share of
outstanding common stock in August and November 2021, respectively,
payable to shareholders of record in October 2021 and
January 2022, respectively.
We currently
expect to continue to pay comparable cash dividends on a quarterly basis in the future.
Future declaration of dividends
and the establishment of future record dates and payment dates are subject
to the final determination of
our Board, and will be based on our future financial condition, results of
operations, capital requirements, capital expenditure
requirements, contractual restrictions, anticipated cash needs, business
prospects, provisions of applicable law and other factors our
Board may deem relevant.
There are no restrictions that the Company believes are likely to materially
limit the payment of future dividends.
However,
under the Credit Facility there are certain restrictions, including a limit on dividends
paid not to exceed the greater of $50.0 million
annually and 20% of consolidated EBITDA so long as there is no default under
the Credit Facility.
Reference is made to the
“Liquidity and Capital Resources” disclosure contained in Item 7 of this Report.
As of January 17, 2022, 17,899,286 shares of Quaker common stock
were issued and outstanding and were held by 649
shareholders of record.
Each share of common stock is entitled to one vote per share.
Reference is made to the information in Item 12 of this Report under the
caption “Equity Compensation Plans,” which is
incorporated herein by this reference.
The following table sets forth information concerning shares of
the Company’s common stock acquired
by the Company during
the fourth quarter of 2021 for the period covered by this report:
Issuer Purchases of Equity Securities
(c)
(d)
Total
Number of
Approximate Dollar
(a)
(b)
Shares Purchased
Value of
Shares that
Total
Number
Average
as part of Publicly
May Yet
be
of Shares
Price Paid
Announced Plans
Purchased Under the
Period
Purchased (1)
Per Share (2)
or Programs
Plans or Programs (3)
October 1 - October 31, 2021
-
$
-
-
$
86,865,026
November 1 - November 30, 2021
-
$
-
-
$
86,865,026
December
1 - December 31, 2021
-
$
-
-
$
86,865,026
Total
-
$
-
-
$
86,865,026
(1)
The Company did not acquire any shares of the Company’s
common stock from employees during the fourth quarter of 2021.
All shares that would be acquired from employees are related to the surrender of
Quaker Chemical Corporation shares in
payment of the exercise price of employee stock options exercised or
for the payment of taxes upon exercise of employee
stock options or the vesting of restricted stock.
(2)
The Company did not acquire any shares of the Company’s
common stock from employees during the fourth quarter of 2021.
The price that would be paid for shares acquired from employees pursuant to employee
benefit and share-based compensation
plans is based on the closing price of the Company’s
common stock on the date of exercise or vesting as specified by the plan
pursuant to which the applicable option, restricted stock award, or restricted
stock unit was granted.
(3)
On May 6, 2015, the Board of Directors of the Company approved, and
the Company announced, a share repurchase
program, pursuant to which the Company is authorized to repurchase
up to $100,000,000 of Quaker Chemical Corporation
common stock (the “2015 Share Repurchase Program”), and it has no expiration
date.
There were no shares acquired by the
Company pursuant to the 2015 Share Repurchase Program during
the quarter ended December 31, 2021.
22
Stock Performance
Graph:
The following
graph compares
the cumulative
total return (assuming
reinvestment of
dividends) from
December 31, 2016 to December
31, 2021 for (i) Quaker’s
common stock, (ii) the S&P MidCap
400 Index (the “MidCap Index”),
and
(iii) the S&P 400
Materials Group Index
(the “Materials Group
Index”).
The graph assumes the
investment of $100 on
December 31,
2016 in each of Quaker’s common stock, the stocks comprising
the MidCap Index and the Materials Group Index, respectively.
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
12/31/2021
Quaker
$
100.00
$
119.03
$
141.53
$
132.11
$
205.30
$
188.21
MidCap Index
100.00
116.24
103.36
130.44
148.26
184.97
Materials Group Index
100.00
121.55
96.79
116.99
129.45
171.17
Item 6.
Selected Financial Data.
Reserved.
23