Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls
and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), our management,
including our principal executive officer and principal
financial officer, has evaluated the effectiveness
of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period
covered by this report.
Based on that
evaluation, our principal executive officer and our principal
financial officer have concluded that, as of December
31, 2021, the end of
the period covered by this Report, our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act) were
effective.
Management’s Report on Internal Control
over Financial Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting as such term is
defined in Rule 13a-15(f) under the Exchange Act.
Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.
Also,
projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because
of
changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.
Our management, with the participation of our principal executive officer
and principal financial officer,
assessed the
effectiveness of the Company’s
internal control over financial reporting as of December 31, 2021.
In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in
Internal
Control—Integrated Framework
(2013) (the “COSO framework”).
Based on its assessment, management has concluded that as of
December 31, 2021, the Company’s
internal control over financial reporting is effective based on those
criteria.
Management has excluded the internal controls of Grindaix GmbH and
Baron Industries from our assessment of internal control
over financial reporting as of December 31, 2021, because these entities were acquired
by the Company in purchase business
combinations in September and November 2021, respectively.
Grindaix GmbH and Baron Industries are wholly owned subsidiaries
whose total assets and total revenues excluded from our assessment of internal
control over financial reporting each represent less than
1% of the related consolidated financial statement amounts as of and for
the year ended December 31, 2021.
The effectiveness of the Company’s
internal control over financial reporting as of December 31, 2021 has been
audited by
PricewaterhouseCoopers LLP,
an independent registered public accounting firm, as stated in its report which is included
in “Item 8.
Financial Statements and Supplementary Data.”
Remediation of the Previously Identified Material Weaknesses
As disclosed in “Item 9A. Controls and Procedures.” in the Company’s
2020 Form 10-K, we previously identified certain
deficiencies in our application of the principles associated with the COSO framework
that management concluded constituted material
weaknesses.
We did not
design and maintain effective controls in response to the risks of material
misstatement.
Specifically,
changes to existing controls or the implementation of new controls were not
sufficient to respond to changes to the risks of material
misstatement in financial reporting as a result of becoming a larger,
more complex global organization due to the Combination.
This
material weakness also contributed to an additional material weakness as we did
not design and maintain effective controls over
the
review of pricing, quantity and customer data to verify that revenue
recognized was complete and accurate.
The Company and its Board of Directors are committed to maintaining a strong
internal control environment.
Since identifying
the material weaknesses, the Company has dedicated a significant amount
of time and resources to remediate all of the previously
identified material weaknesses as quickly and effectively
as possible.
During 2020 and 2021, the Company dedicated multiple
internal resources and supplemented those internal resources with various
third-party specialists to assist with the formalization of a
robust and detailed remediation plan.
In undertaking remediation activities, the Company has hired
additional personnel dedicated to
financial and information technology compliance to further supplement
its internal resources. In addition, the Company has
established a global network of personnel to assist local management
in understanding control performance and documentation
requirements.
In order to sustain this network, the Company conducts periodic trainings
and hosts discussions to address questions on
a current basis.
Risk Assessment –
Specific to the material weakness in our risk assessment process that was previously
disclosed in
“Item 9A.
Controls and Procedures.”
in the Company’s 2020 Form
10-K, we previously determined that our risk assessment process was not
designed adequately to respond to changes to the risks of material misstatement to
financial reporting.
In order to remediate this
material weakness, we have designed and implemented an improved
risk assessment process, including identifying and assessing
those risks attendant to the significant changes within the Company as a result of
becoming a larger, more
complex global
94
organization due to the Combination.
During 2020 and in 2021, a full review was performed of our processes and
controls across
significant and other locations in order to identify and address potential design
gaps.
In addition to individual transactional-level
control enhancements, this review resulted in (i) an enhanced financial statement
risk assessment, (ii) the standardization of existing
legal entity and newly implemented segment quarterly analytics and quarterly
closing packages completed by key financial reporting
personnel, (iii) a global account reconciliation review program and
(iv) enhancements to our quarterly identification and reassessment
of new and existing business and information technology risks that could
affect our financial reporting.
Monitoring is also performed
through our enhanced quarterly controls certification process, whereby
changes in business or information technology processes
or
control owners are identified and addressed timely.
As previously disclosed in the 2020 Form 10-K, this material weakness
remediation was also dependent on the remediation of the Revenue –
Price and Quantity material weakness. During the fourth quarter
of 2021, we completed testing of the operating effectiveness of
the controls (including Revenue-
Price and Quantity) and have
concluded that the material weakness has been remediated as of
December 31, 2021.
Revenue – Price and Quantity –
Specific to the material weakness in our revenue process that was previously
disclosed in
“Item 9A.
Controls and Procedures.”
in the Company’s 2020 Form 10-K,
we did not design and maintain effective controls over the review of
pricing, quantity and customer data to verify that revenue recognized was complete
and accurate.
In order to remediate this material
weakness, the Company redesigned certain aspects of its revenue process and
related controls.
The design included enhancements to
entity-level and transactional-level manual controls as well as IT general
and application controls, which were substantially
implemented during the third quarter of 2021.
During the fourth quarter of 2021, we completed testing of the operating effectiveness
of the controls and have concluded that the material weakness has been remediated
as of December 31, 2021.
Changes in Internal Control Over Financial Reporting
As required by Rule 13a-15(d) under the Exchange Act, our management,
including our principal executive officer and principal
financial officer, has evaluated
our internal control over financial reporting to determine whether
any changes to our internal control
over financial reporting occurred during the fourth quarter of the year ended
December 31, 2021, that have materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting.
Based on that evaluation, there were no changes
that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting
during the
fourth quarter of the year ended December 31, 2021.
Item 9B.
Other Information.
Not applicable.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
95
PART
III
Item 10.
Directors, Executive Officers and Corporate Governance.
Incorporated by reference is (i) the information beginning
with and including the caption “Proposal 1—Election of Directors and
Nominee Biographies” in Quaker Houghton’s
definitive Proxy Statement relating to the 2022 Annual Meeting of
Shareholders, to be
filed with the Securities and Exchange Commission no later than
120 days after the close of its fiscal year ended December 31, 2021
(the “2022 Proxy Statement”) to, but not including, the sub-caption
“Governance Committee Procedures for Selecting Director
Nominees,” (ii) the information appearing in Item 4(a) of this Report, (iii)
the information in the 2022 Proxy Statement beginning with
and including the sub-caption “Code of Conduct” to, but not including,
the caption “Compensation Committee Interlocks and Insider
Participation,” and (iv) the information in the 2022 Proxy Statement beginning
with and including the sub-caption “Shareholder
Nominations and Recommendations” to, but not including,
the sub-caption “Board Oversight of Risk.”
Information about our
Executive Officers is included in Item 4(a) of this Report.
Item 11.
Executive Compensation.
Incorporated by reference is (i) the information in the 2022 Proxy
Statement beginning with and including the caption
“Compensation Committee Interlocks and Insider Participation” to, but
not including the caption “Stock Ownership of Certain
Beneficial Owners and Management.”
Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Incorporated by reference is the information in the 2022 Proxy Statement
beginning with and including the caption “Stock
Ownership of Certain Beneficial Owners and Management” to, but not including,
the caption “Certain Relationships and Related
Transactions.”
Equity Compensation Plans
The following table sets forth certain information relating to the Company’s
equity compensation plans as of December 31, 2021.
Each number of securities reflected in the table is a reference to shares of Quaker
common stock.
Equity Compensation Plan Information
Number of securities
Number of securities
remaining available for
to be issued upon
Weighted-average
future issuance under
exercise of
exercise price of
equity compensation plans
outstanding options,
outstanding options,
(excluding securities
Plan Category
warrants and rights
warrants and rights
reflected in column (a))
(a)
(b)
(c)
Equity compensation plans approved
by security holders
109,684
$
165.47
606,155
(1)
Equity compensation plans not approved
by security holders
-
-
-
Total
109,684
$
165.47
606,155
(1)
(1)
As of December 31, 2021, 304,900 of these shares were available for issuance
as restricted stock awards under the Company’s
2001 Global Annual Incentive Plan, 240,004 shares were available for
issuance upon the exercise of stock options and/or as
restricted stock awards and/or restricted stock unit awards under the Company’s
2016 Long-Term Performance
Incentive Plan, and
61,251 shares were available for issuance under the 2013 Director Stock
Ownership Plan.
Item 13.
Certain Relationships and Related Transactions, and
Director Independence.
Incorporated by reference is (i) the information in the 2022 Proxy
Statement beginning with and including the caption “Certain
Relationships and Related Party Transactions”
to, but not including, the caption “Proposal 2 — Ratification of Appointment of
Independent Registered Public Accounting Firm,” (ii) the
information in the 2022 Proxy Statement beginning with and including the
sub-caption “Director Independence” to, but not including, the
sub-caption “Governance Committee Procedures for Selecting Director
Nominees,” and (iii) the information in the 2022 Proxy Statement beginning
with and including the caption “Meetings and
Committees of the Board” to, but not including, the caption “Compensation
Committee Interlocks and Insider Participation.”
Item 14.
Principal Accountant Fees and Services.
Incorporated by reference is the information in the 2022 Proxy Statement
beginning with and including the sub-caption “Audit
Fees” to, but not including, the statement recommending a vote for ratification
of the appointment of PricewaterhouseCoopers LLP as
the Company’s independent
registered public accounting firm for the year ending December 31, 2022.
96
PART
IV
Item 15.
Exhibits and Financial Statement Schedules.
(a)
Exhibits and Financial Statement Schedules
1.
Financial Statements and Supplementary Data
Page
Financial Statements:
Report of Independent Registered Public Accounting Firm
43
Consolidated Statements of Income
45
Consolidated Statements of Comprehensive Income
46
Consolidated Balance Sheets
47
Consolidated Statements of Cash Flows
48
Consolidated Statements of Changes in Equity
49
Notes to Consolidated Financial Statements
50
2.
Financial Statement Schedules
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes
thereto.
Financial statements of 50% or less owned companies have been omitted because none
of the companies meets the criteria
requiring inclusion of such statements.
3.
Exhibits - filed pursuant to, and numbered in accordance
with Item 601 of Regulation S-K (all of which are under
Commission File number 001-12019, except as otherwise noted):
2.1 —
Share Purchase Agreement, dated April 4, 2017, by and among Quaker Chemical Corporation, a Pennsylvania
corporation, Gulf Houghton Lubricants, Ltd., an exempted company incorporated under the laws of the Cayman Islands,
Global Houghton Ltd., an exempted company incorporated under the laws of the Cayman Islands, and certain members
of the management of Global Houghton Ltd. and Gulf Houghton Lubricants, Ltd., as agent for the Sellers. Incorporated
by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filed on April 5, 2017. ***
3.1 —
Amended and Restated Articles of Incorporation (as amended through July 24, 2019). Incorporated by reference to
Exhibit 3.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 1, 2019.
3.2 —
Restated By-laws (effective May 6, 2015, as amended through March 27, 2020). Incorporated by reference to Exhibit
3.2 as filed by Registrant within its quarterly report on Form 10-Q on May 11, 2020.
4.1 —
Registration Rights, dated August 1, 2019, issued to certain members of the management of Global Houghton Ltd. and
Gulf Houghton Lubricants, Ltd. by Quaker Chemical Corporation. Incorporated by reference to Exhibit 4.5 as filed by
Registrant on Form S-3 on August 29, 2019
.
4.2 —
Description of Quaker Houghton common stock. Incorporated by reference to Exhibit 4.2 as filed by the Registrant with
Form 10-K for the year ended 2019.
10.1
—
Claim Handling and Funding Agreement between SB Decking, Inc., an inactive subsidiary of Registrant, and
Employers Insurance Company of Wausau dated September 25, 2007. Incorporated by reference to Exhibit 10(ffff) as
filed by the Registrant with Form 10-Q for the quarter ended September 30, 2007.
10.2
—
Settlement Agreement and Mutual Release entered into between AC Products, Inc., wholly owned subsidiary of
Registrant, and Orange County Water District, effective November 8, 2007. Incorporated by reference to Exhibit
10.47 as filed by the Registrant with Form 10-K for the year ended 2007.
10.3
—
Employment Agreement by and between Registrant and Michael F. Barry dated July 1, 2008. Incorporated by
reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008. †
10.4
—
Change in Control Agreement by and between Registrant and Michael F. Barry dated July 1, 2008. Incorporated by
reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008. †
10.5
—
Employment Agreement by and between L. Willem Platzer and Quaker Chemical B.V., a Netherlands corporation
and a subsidiary of Registrant, dated August 21, 2006. Incorporated by reference to Exhibit 10 as filed by the
Registrant with Form 8-K filed on August 22, 2006. †
97
10.6
—
Change in Control Agreement by and between Registrant and L. Willem Platzer dated April 2, 2007, effective
January 1, 2007. Incorporated by reference to Exhibit 10(aaaa) as filed by the Registrant with Form 10-Q for the
quarter ended March 31, 2007. †
10.7
—
Memorandum of Employment by and between Registrant and Joseph Berquist dated April 1, 2010. Incorporated by
reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010. †
10.8
—
Change in Control Agreement by and between Registrant and Joseph Berquist dated April 1, 2010. Incorporated by
reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010.
†
10.9 —
Employment Agreement by and between Registrant and Joseph Berquist dated August 18 2021, effective on
September 9, 2021. Incorporated by reference to Exhibit 10.3 as filed by the registrant with Form 10-Q for the quarter
ended September 30, 2021.
†
10.10 —
Employment Agreement by and between Dieter Laininger and Quaker Chemical B.V., a subsidiary of the registrant,
dated June 1, 2011, effective June 15, 2011. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with
Form 10-Q for the quarter ended June 30, 2011
. †
10.11 —
Change in Control Agreement by and between Registrant and Dieter Laininger dated May 31, 2011, effective June 15,
2011. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June
30, 2011
. †
10.12 —
Employment Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on
October 11, 2021. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter
ended September 30, 2021.
. †
10.13 —
C
hange in Control Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on
October 11, 2021. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter
ended on September 30, 2021
.
†
10.14 —
Expatriate Agreement by and between the Registrant and Dieter Laininger, dated September 27, 2017, effective
August 1, 2019. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q, filed on
November 12, 2019.†
10.15 —
Expatriate Agreement by and between the Registrant and Adrian Steeples, dated October 12, 2017, effective August 1,
2019. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q, filed on November 12,
2019
.†
10.16 —
Form of Memorandum of Employment by and between the Registrant and certain executive officers (including Robert
Traub, Jeewat Bijlani, Kym Johnson and David Slinkman). Incorporated by reference to Exhibit 10.3 as filed by the
Registrant with Form 10-Q, filed on November 12, 2019
.†
10.17 —
Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Robert
Traub, Jeewat Bijlani, Kym Johnson and David Slinkman). Incorporated by reference to Exhibit 10.4 as filed by the
Registrant with Form 10-Q, filed on November 12, 2019
.†
10.18 —
Memorandum of Employment by and between Registrant and Mary Dean Hall, dated and effective November 30,
2015. Incorporated by reference to Exhibit 10.60 as filed by the Registrant with Form 10-K for the year ended 2015
.†
10.19 —
Memorandum of Employment by and between the Registrant and Shane Hostetter dated and effective April 19, 2021.
Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended on March
31, 2021. †
10.20 —
Form of Change of Control Agreement by and between the Registrant and Shane Hostetter dated and effective April
19, 2021. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter that
ended on March 31, 2021.
†
10.21 —
Memorandum of Employment by and between the Registrant and David Will dated March 22, 2021 and effective
April 19, 2021. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter
ended on March 31, 2021.
†
10.22 —
Terms and Conditions of Employment by and between Quaker Chemical Ltd and Adrian Steeples, dated December 7,
2010. Incorporated by reference to Exhibit 10.19 as filed by the Registrant with Form 10-K for the year ended 2019.†
10.23
—
Amendment to Terms and Conditions of Employment by and between Quaker Chemical Ltd and Adrian Steeples,
dated June 15, 2011. Incorporated by reference to Exhibit 10.20 as filed by the Registrant with Form 10-K for the year
ended 2019. †
98
10.24
—
Supplemental Retirement Income Program (as amended and restated effective January 1, 2008), approved November
19, 2008. Incorporated by reference to Exhibit 10.58 as filed by the Registrant with Form 10-K for the year ended
2008. †
10.25
—
2013 Director Stock Ownership Plan as approved May 8, 2013. Incorporated by reference to Appendix B to the
Registrant’s definitive proxy statement filed on March 28, 2013. †
10.26
—
Retirement Savings Plan, as amended and restated effective January 22, 2021, approved November 1, 2021. *†
10.27 —
Quaker Houghton Annual Incentive Plan (as amended and restated effective November 17, 2021). *†
10.28
—
2011 Long-Term Performance Incentive Plan. Incorporated by reference to Appendix C to the Registrant’s definitive
proxy statement filed on March 31, 2011
.
†
10.29 —
Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2011 Long-
Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-
Q for the quarter ended March 31, 2012
.
†
10.30 —
2016 Long-Term Performance Incentive Plan. Incorporated by reference to Appendix C to the Registrant’s definitive
proxy statement filed on March 28, 2016. †
10.31 —
Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long-
Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-K
filed on May 6, 2016. †
10.32 —
Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2016 Long-
Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.4 as filed by Registrant with Form 8-K
filed on May 6, 2016. †
10.33
—
Form of Stock Option Agreement for executive officers and other employees under Registrant’s 2016 Long-Term
Performance Incentive Plan. Incorporated by reference to Exhibit 10.30 as filed by the Registrant with Form 10-K for
the year ended 2019. †
10.34
—
Chief Executive Officer Transition Agreement dated April 22, 2021, effective December 31, 2021. Incorporated by
reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021
. †
10.35
—
Form of Restricted Stock Award Agreement for non-employee directors under Registrant’s 2016 Long-Term
Performance Incentive Plan.
Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for
the quarter ended on June 30, 2021
. †
10.36
—
Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long-
Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-
Q for the quarter ended on June 30, 2021.
†
10.37
—
Form of Incentive Stock Option Award Agreement for executive officers and other employees under Registrant’s 2016
Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with
Form 10-Q for the quarter ended on June 30, 2021
. †
10.38
—
Form of Non-Qualified Stock Option Award Agreement for executive officers and other employees under Registrant’s
2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.4 as filed by the Registrant
with Form 10-Q for the quarter ended on June 30, 2021.
†
10.39 —
Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016
Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.5 as filed by the Registrant with
Form 10-Q for the quarter ended on June 30, 2021.
†
10.40 —
Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s
2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.6 as filed by the Registrant
with Form 10-Q for the quarter ended on June 30, 2021.
†
10.41 —
Financing Agreement by and among Butler County Port Authority and Registrant and Brown Brothers Harriman &
Co. dated May 15, 2008. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the
quarter ended June 30, 2008.
10.42 —
Butler County Port Authority Industrial Development Revenue Bond dated May 15, 2008. Incorporated by reference
to Exhibit 10.7 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.
10.43 —
Senior Secured Credit Facilities Commitment Letter, dated April 4, 2017, by and among Quaker Chemical
Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank AG New
99
Yor k Branch and Deutsche Bank Securities Inc. Incorporated by reference to Exhibit 10.1 as filed by the Registrant
with Form 8-K, filed on April 7, 2017.
10.44 —
Credit Agreement, dated as of August 1, 2019, among Quaker Chemical Corporation and certain of its subsidiaries,
Banks of America, N.A. and each of the lenders from time to time party thereto. Incorporated by reference to Exhibit
10.3 as filed by Registrant with Form 8-K filed on August 2, 2019.
***
10.45 —
Amendment No. 1, dated as of March 17, 2020, to the Credit Agreement, dated as of August 1, 2019. Incorporated by
reference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed on March 17, 2020.
10.46 —
Amendment No. 2, dated as of December 10, 2021, to the Credit Agreement, dated as of August 1, 2019.*
10.47 —
Shareholder Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Hungary Holding Korlátolt
Felelősségű Társaság, Gulf Oil International, Ltd. and GOCL Corporation Limited. Inc. Incorporated by reference to
Exhibit 10.1 as filed by Registrant with Form 8-K filed on August 2, 2019
.
10.48 —
Non-Competition and Non-Solicitation Agreement, dated as of August 1, 2019, among Quaker Chemical Corporation,
Gulf Houghton Lubricants Ltd., Gulf Oil International, Ltd., GOCL Corporation Limited and Gulf Oil Lubricants
India, Ltd. Incorporated by reference to Exhibit 10.2 as filed by Registrant with Form 8-K filed on August 2, 2019.***
10.49 —
Escrow Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Houghton Lubricants, Ltd. and
Citibank N.A. Incorporated by reference to Exhibit 4.4 as filed by Registrant on Form S-3 on August 29, 2019.***
10.50 —
Amendment No 1, effective March 1, 2020, to the Quaker Houghton Retirement Savings Plan. Incorporated by
reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on May 11, 2020. †
10.51 —
Amendment No 2, effective February 10, 2020, to the Quaker Houghton Retirement Savings Plan. Incorporated by
reference to Exhibit 10.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020. †
10.52 —
Amendment No 3, effective April 17, 2020, to the Quaker Houghton Retirement Savings Plan. Incorporated by
reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020. †
21 —
Subsidiaries and Affiliates of the Registrant.*
23 —
Consent of Independent Registered Public Accounting Firm.*
31.1 —
Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934.*
31.2 —
Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934.*
32.1 —
Certification of Andrew E. Tometich pursuant to 18 U.S.C. Section 1350.**
32.2 —
Certification of Shane W. Hostetter pursuant to 18 U.S.C. Section 1350.**
101.INS —
Inline XBRL Instance Document*
101.SCH —
Inline XBRL Taxonomy
Extension Schema Document*
101.CAL —
Inline XBRL Taxonomy
Calculation Linkbase
Document*
101.DEF —
Inline XBRL Taxonomy
Definition Linkbase Document*
101.LAB —
Inline XBRL Taxonomy
Label Linkbase Document*
101.PRE —
Inline XBRL Taxonomy
Presentation Linkbase Document*
104 —
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101.INS) *
* Filed herewith.
** Furnished herewith.
*** Certain exhibits and schedules have been omitted, and the Company
agrees to furnish supplementally to the Securities and
Exchange commission a copy of any omitted exhibits and schedules upon
request.
† Management contract or compensatory plan
Item 16.
Form 10-K Summary.
The Company has elected not to include a Form 10-K summary under this Item 16.
100
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
QUAKER CHEMICAL CORPORATION
Registrant
By:
/s/
ANDREW E. TOMETICH
Andrew E. Tometich
Director,
Chief Executive Officer and President
Date: March 1, 2022
Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures
Capacity
Date
/s/
ANDREW E. TOMETICH
Principal Executive Officer and
March 1, 2022
Andrew E. Tometich
Director
Chief Executive Officer and President
/s/
SHANE W. HOSTETTER
Principal Financial Officer
March 1, 2022
Shane W. Hostetter
Senior Vice President, Chief Financial
Officer and Chief Accounting Officer
/s/
DAVID A. WILL
Principal Accounting Officer
March 1, 2022
David A. Will
Vice President, Global Controller
/s/
MICHAEL F. BARRY
Director
March 1, 2022
Michael F. Barry
Chairman of the Board
/s/
DONALD R. CALDWELL
Director
March 1, 2022
Donald R. Caldwell
/s/
CHARLOTTE C. DECKER
Director
March 1, 2022
Charlotte C. Decker
/s/
MARK A. DOUGLAS
Director
March 1, 2022
Mark A. Douglas
/s/
JEFFRY D. FRISBY
Director
March 1, 2022
Jeffry D. Frisby
/s/
WILLIAM H. OSBORNE
Director
March 1, 2022
William H. Osborne
/s/
ROBERT H. ROCK
Director
March 1, 2022
Robert H. Rock
/s/
FAY
WEST
Director
March 1, 2022
Fay West
/s/
SANJAY HINDUJA
Director
March 1, 2022
Sanjay Hinduja
/s/
RAMASWAMI SESHASAYEE
Director
March 1, 2022
Ramaswami Seshasayee
/s/
MICHAEL SHANNON
Director
March 1, 2022
Michael Shannon