Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth information concerning shares of the
Company’s common stock acquired
by the Company during
the period covered by this Report:
(c)
(d)
Total
Number of
Approximate Dollar
(a)
(b)
Shares Purchased
Value of
Shares that
Total
Number
Average
as part of
May Yet
be
of Shares
Price Paid
Publicly Announced
Purchased Under the
Period
Purchased (1)
Per Share (2)
Plans or Programs
Plans or Programs (3)
July 1 - July 31
258
$
135.19
—
$
86,865,026
August 1 - August 31
2,853
$
160.22
—
$
86,865,026
September 1 - September 30
473
$
165.52
—
$
86,865,026
Total
3,584
$
159.12
—
$
86,865,026
(1)
All of these shares were acquired from employees 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 awards or units.
(2)
The price 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 September 30, 2022.
Limitation on the Payment of Dividends
The Amended Credit Facility has certain limitations on the payment of
dividends and other so-called restricted payments.
See
Note 14 of Notes to Condensed Consolidated Financial Statements, in Part
I, Item 1, of this Report.
47
Item 6.
Exhibits.
(a) Exhibits
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 filed 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 the Registrant within its quarterly report on Form 10-Q filed on May 11, 2020.
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 Chief Executive Officer of the Company Pursuant to 18 U.S. C. Section 1350.**
32.2
–
Certification of Chief Financial Officer of the Company Pursuant to 18 U.S. C. Section 1350.**
101.INS
–
Inline XBRL Instance Document*
101.SCH
–
Inline XBRL Taxonomy
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.
† Management contract or compensatory plan.
*********
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 thereunto duly authorized.
QUAKER CHEMICAL CORPORATION
(Registrant)
/s/ Shane W. Hostetter
Date: November 3, 2022
Shane W. Hostetter,
Senior Vice President, Chief Financial
Officer (officer duly authorized on behalf of, and principal
financial officer of, the Registrant)
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.