What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-02-23 compared with 2022-03-01 · 33 added, 92 removed, 9 unchanged (93% of the section changed)

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.

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.

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.

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.

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.

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 $1.70 per share of outstanding common stock or $30.5 million during the year ended December 31, 2022 and $1.62 per share of outstanding common stock or $29.0 million during the year ended December 31, 2021.

In February and May 2022, our Board declared quarterly cash dividends of $0.415 per share of outstanding common stock, payable to shareholders of record in April 2022 and July 2022, respectively.

Subsequently, our Board declared quarterly dividends of $0.435 per share of outstanding common stock in August and November 2022, respectively, payable to shareholders of record in October 2022 and January 2023, respectively.

We currently expect to continue paying 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 $75.0 million annually and 25% of consolidated EBITDA and there must be 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, 2023, 17,950,625 shares of Quaker common stock were issued and outstanding and were held by 621 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:

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 2022 for the period covered by this report:

Issuer Purchases of Equity Securities

Approximate Dollar

Purchased (1) (b)

Per Share (2) (c)

Total Number of

Shares Purchased

1 unchanged sentence

Announced Plans

or Programs (d)

Approximate Dollar

Value of Shares that

Purchased Under the

Purchased (1)

Per Share (2)

Plans or Programs (3)

1 unchanged sentence

November 1 - November 30, 2022 — $ — — $ 86,865,026

1 - December 31, 2021

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.

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.

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

There were no shares acquired by the

Company pursuant to the 2015 Share Repurchase Program during

the quarter ended December 31, 2021.

Stock Performance

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”),

(iii) the S&P 400

Materials Group Index

(the “Materials Group

The graph assumes the

investment of $100 on

2016 in each of Quaker’s common stock, the stocks comprising

the MidCap Index and the Materials Group Index, respectively.

Materials Group Index

Selected Financial Data.

December 1 - December 31, 2022 253 $ 166.90 — $ 86,865,026

Total 1,522 $ 143.55 — $ 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 December 31, 2022.

Stock Performance Graph:

The following graph compares the cumulative total return (assuming reinvestment of dividends) from December 31, 2017 to December 31, 2022 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 o n December 31, 2017 in each of Quaker’s common stock, the stocks comprising the MidCap Index and the Materials Group Index, respe ctively.

12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022

Quaker Chemical Corp.

$ 100.00 $ 118.90 $ 110.99 $ 172.48 $ 158.13 $ 115.58

S&P MidCap 400 Index 100.00 88.92 112.21 127.54 159.12 138.34

S&P 400 Materials Group Index 100.00 79.63 96.25 106.50 140.82 136.97

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 5. Market for Registrant’s Common Equity