What changed in this filing

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Item 3. Legal Proceedings

2023-02-23 compared with 2022-03-01 · 67 added, 145 removed, 12 unchanged (95% of the section changed)

Legal Proceedings.

The Company is a party to proceedings, cases, and requests for information from,

and negotiations with, various claimants and

Federal and state agencies relating to various matters, including environmental

For information concerning pending asbestos-

related litigation against an inactive subsidiary,

certain environmental non-capital remediation costs and other legal-related

reference is made to Note 26 of Notes to Consolidated Financial Statements, included

in Item 8 of this Report, which is incorporated

herein by this reference.

The Company is a party to other litigation which management currently believes will not have

adverse effect on the Company’s

results of operations, cash flow or financial condition.

The Company is a party to proceedings, cases, and requests for information from, and negotiations with, various claimants and Federal and state agencies relating to various matters, including environmental matters.

For information concerning pending asbestos-related litigation against an inactive subsidiary, certain environmental non-capital remediation costs and other legal-related matters, reference is made to Note 26 of Notes to Consolidated Financial Statements, included in Item 8 of this Report, which is incorporated herein by this reference.

The Company is a party to other litigation which management currently believes will not have a material adverse effect on the Company’s results of operations, cash flow or financial condition.

Mine Safety Disclosures.

Not applicable.

Information about our

Executive Officers.

Set forth below is information regarding the executive officers

of the Company,

each of whom (with the exception of Andrew E.

Tometich) have

been employed by the Company or by Houghton for at least five years, including the respective

positions and offices

with the Company (or Houghton) held by each over the respective periods

Each of the executive officers, with the

exception of David A.

is appointed annually to a one year term.

Will is considered

an executive officer in his capacity as

principal accounting officer for purposes of this Item

Information about our Executive Officers.

Set forth below is information regarding the executive officers of the Company, each of whom (with the exception of Andrew E.

Tometich, Melissa Leneis, and Dhruwa Rai) have been employed by the Company or by Houghton for at least five years, including the respective positions and offices with the Company (or Houghton) held by each over the respective periods indicated.

Each of the executive officers, with the exception of David A.

Will, is appointed annually to a one year term.

Will is considered an executive officer in his capacity as principal accounting officer for purposes of this Item 4(a).

Name, Age, and Present

Position with the Company

Business Experience During the Past Five

and Period Served as an Officer

Position with the Company Business Experience During the Past Five

Years and Period Served as an Officer

Chief Executive Officer and President

who has been employed by the Company since October 13, 2021, has

served as Chief Executive Officer and President since December

joining the Company, Mr.

Tometich served as Executive Vice

President, Hygiene,

Health and Consumable Adhesives at H.B.

Fuller from August 2019 until

September 17, 2021.

Tometich, who has been employed by the Company since October 2021, has served as Chief Executive Officer and President since December 2021.

Prior to joining the Company, Mr.

Tometich served as Executive Vice President, Hygiene, Health and Consumable Adhesives at H.B.

Fuller from August 2019 until September 2021.

Before that, Mr.

was Senior Vice President,

Specialty Materials Business at Corning Incorporated from September

August 2019 and President, Performance Silicones Business Unit at The Dow

Chemical Company from June 2016 until February 2017 after having positions

increasing responsibility at Dow Corning Corporation and its subsidiaries

through 2016.

Executive Vice President,

Chief Strategy

Officer, and Managing Director,

Specialty Businesses

Berquist, who has been employed

by the Company since 1997, has served as

Executive Vice President,

Chief Strategy Officer, and Managing

Director, Global

Specialty Businesses since September 9, 2021.

Prior to that role, he served as

Senior Vice President, Global Specialty

Businesses and Chief Strategy Officer from

August 2019 to September 8, 2021.

Berquist served as Vice

President and

Managing Director – North America from April 2010 until July 2019.

Tometich was Senior Vice President, Specialty Materials Business at Corning Incorporated from September 2017 until August 2019 and President, Performance Silicones Business Unit at The Dow Chemical Company from June 2016 until February 2017 after having positions of increasing responsibility at Dow Corning Corporation and its subsidiaries from 1989 through 2016.

Chief Commercial Officer

Berquist, who has been employed by the Company since 1997, has served as Chief Commercial Officer since January 1, 2023.

Prior to that role, he served as Executive Vice President, Chief Strategy Officer, and Managing Director, Global Specialty Businesses from September 2021 until December 2022.

Additionally, he served as Interim Managing Director of EMEA from August 2022 through December 2022.

Before that, he served as Senior Vice President, Global Specialty Businesses and Chief Strategy Officer from August 2019 to September 2021.

Berquist served as Vice President and Managing Director – North America from April 2010 until July 2019.

Jeewat Bijlani, 46

Senior Vice President,

Managing Director - Americas

Bijlani has served as Senior

Vice President, Managing Director

since he joined the Company in August 2019.

Prior to joining the Company,

Bijlani served as President, Americas and Global Strategic Businesses of Houghton

from March 2015 until July 2019.

Chief Strategy Officer

Bijlani, who has been employed by the Company since August 2019, has served as Chief Strategy Officer since January 1, 2023.

Prior to that role, he served as Senior Vice President, Managing Director - Americas from August 2019 until December 2022.

Prior to joining the Company, Mr.

Bijlani served as President, Americas and Global Strategic Businesses of Houghton from March 2015 until July 2019.

Hostetter, 41

Senior Vice President,

Chief Financial

who has been employed by the Company since July 2011,

as Senior Vice President, Chief

Financial Officer since April 19, 2021.

Prior to that

role, he served as Vice President,

Finance and Chief Accounting Officer from

August 2019 until April 18, 2021.

He served as Global Controller and Principal

Accounting Officer from September 2014 until July 2019.

Dieter Laininger, 58

Senior Vice President, Managing

Director - Asia / Pacific

who has been employed by the Company since 1991, has served as

Senior Vice President, Managing

Director – Asia / Pacific since August 2019.

served as Vice President and Managing

Director – Asia / Pacific from April 2018

until July 2019, in addition to his role as Vice

President and Managing Director -

South America, a position he assumed in January 2013 and held until

Laininger also served

as Vice President and Global Leader

– Primary Metals, a

position which he assumed in June 2011 and

held until July 2019.

Senior Vice President, Chief Financial Officer

Hostetter, who has been employed by the Company since July 2011, has served as Senior Vice President, Chief Financial Officer since April 2021.

Prior to that role, he served as Vice President, Finance and Chief Accounting Officer from August 2019 until April 2021.

He served as Global Controller and Principal Accounting Officer from September 2014 until July 2019.

Name, Age, and Present

Position with the Company Business Experience During the Past Five

Years and Period Served as an Officer

Melissa Leneis, 40

Senior Vice President, Chief Human Resources Officer

Leneis has served as Senior Vice President, Chief Human Resources Officer since she joined the Company in July 2022.

Prior to joining the Company, Ms.

Leneis served as Executive Vice President and Chief Human Resources Officer at InterDigital, Inc.

from October 2019 through June 2022.

Prior to that role, she served in various Human Resources leadership roles at InterDigital.

Prior to joining InterDigital, Ms.

Leneis was responsible for leading global teams of Human Resources business partners at Johnson Controls (formerly Tyco International), from October 2012 through September 2018.

Her previous experience also includes Human Resources leadership positions with MEI, Inc.

(formerly Mars) and Lockheed Martin Corporation.

Wilbert Platzer, 61

Senior Vice President, Global

Environmental Health & Safety (“EHS”) and

who has been employed by the Company since 1995, has served as

Senior Vice President, Global Operations,

EHS and Procurement since August

He previously served as Vice President, Global

Operations, EHS and

Procurement from April 2018 until July 2019.

Senior Vice President, Global Operations, Environmental Health & Safety (“EHS”) and Procurement

Platzer, who has been employed by the Company since 1995, has served as Senior Vice President, Global Operations, EHS and Procurement since August 2019.

He previously served as Vice President, Global Operations, EHS and Procurement from April 2018 until July 2019.

Prior to that role, Mr.

Platzer served

as Vice President and Managing

Director – EMEA from January 2006 through

Name, Age, and Present

Position with the Company

Business Experience During the Past Five

and Period Served as an Officer

Platzer served as Vice President and Managing Director – EMEA from January 2006 through March 2018.

Dhruwa Rai, 53

Senior Vice President, Chief Information Digital Officer

Rai has served as Senior Vice President, Chief Information Digital Officer since he joined the Company in July 2022.

Prior to joining the Company, Mr.

Rai served as Chief Digital Technology Officer for the American Cancer Society from August 2021 to June 2022 and Goodwill Industries International from April 2020 to August 2021.

Prior to these roles, Mr.

Rai served as Chief Digital Officer and Global Chief Information Officer for Ball Aerospace & Packaging Corporation from May 2016 to January 2020.

David Slinkman, 58

Senior Vice President, Chief Technology

Chief Technology

in August 2019.

Vice President

of Technology

Adrian Steeples, 61

Senior Vice President, Managing

Director – EMEA

Steeples, who has been employed

by the Company since 2010, has served as

Senior Vice President, Managing

Director – EMEA since August 2019.

previously served as Vice President

and Managing Director – EMEA from April

2018 until July 2019.

Prior to that role, he served as Vice President and

Director - Asia/Pacific from July 2013 through March 2018.

Senior Vice President, General

Corporate Secretary

who has been employed by the Company since 2000, has served as

Senior Vice President, General Counsel

and Corporate Secretary since August 2019.

He previously served as Vice President,

General Counsel and Corporate Secretary

from April 2015 until July 2019.

Vice President, Global Controller

Principal Accounting Officer

who has been employed by the Company since 2014, has served as Vice

President, Global Controller, and Principal

Accounting Officer since April 19, 2021.

Senior Vice President, Chief Technology Officer

Slinkman has served as Senior Vice President, Chief Technology Officer since he joined the Company in August 2019.

Prior to joining the Company, Dr.

Slinkman served as Vice President of Technology of Houghton from March 2012 until July 2019.

Senior Vice President, General Counsel and Corporate Secretary

Traub, who has been employed by the Company since 2000, has served as Senior Vice President, General Counsel and Corporate Secretary since August 2019.

He previously served as Vice President, General Counsel and Corporate Secretary from April 2015 until July 2019.

Vice President, Chief Accounting Officer

Will, who has been employed by the Company since 2014, has served as Vice President, Chief Accounting Officer since April 2022.

Prior to that role, Mr.

served as the Corporate Controller from August 2019

until April 18, 2021.

Before that, he served as the Global Assistant Controller from

December 2014 to August 2019.

Will served as the Vice President, Global Controller and Principal Accounting Officer from April 2021 until March 2022.

Previously, he served as Corporate Controller from August 2019 until April 2021 and Global Assistant Controller from December 2014 to August 2019.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings